SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
JANUARY 19, 2005
ENTERTAINMENT PROPERTIES TRUST
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(Exact name of company as specified in its charter)
MARYLAND 1-13561 43-1790877
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
30 WEST PERSHING ROAD, SUITE 201, KANSAS CITY, MISSOURI 64108
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(Address of principal executive offices) (Zip Code)
(816) 472-1700
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(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address if changed since last report)
ITEM 8.01 OTHER EVENTS.
In connection with an underwritten public offering of 3,200,000 7.75%
Series B cumulative redeemable preferred shares of beneficial interest, par
value $0.01 per share (the "Series B Preferred Shares") which closed on January
19, 2005, the Board of Trustees of Entertainment Properties Trust (the
"Company") has granted Cohen & Steers Capital Management, Inc. ("Cohen &
Steers") a waiver of the ownership limit set forth in the Company's Amended and
Restated Declaration of Trust to permit Cohen & Steers, on behalf of certain
accounts and institutions, to acquire approximately 20% of the Company's Series
B Preferred Shares in the offering. A form of the Agreement Regarding Ownership
Limit Waiver between Cohen & Steers and the Company is attached hereto as
Exhibit 4.7.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DOCUMENT
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4.7. Form of Agreement Regarding Ownership Limit Waiver between
the Company and Cohen & Steers Capital Management, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Entertainment Properties Trust
Date: January 19, 2005 By: /s/ Fred L. Kennon
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Fred L. Kennon
Vice President, Treasurer and
Chief Financial Officer